Common use of Reverse Indemnity Clause in Contracts

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit as a result of any Taxes paid or indemnified against by Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent taken into account in determining Lessee’s obligations under Section 7.1(b)), such Tax Indemnitee shall pay to Lessee an amount equal to the amount of such tax benefit, increased by the Tax Indemnitee’s additional saved taxes attributable to the payment being made to Lessee hereunder (a “reverse gross-up”), provided that (i) the Tax Indemnitee shall not be obligated to make a payment to Lessee pursuant to this subsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent the amount of such payment by the Tax Indemnitee to Lessee would exceed the amount of all prior payments by Lessee to the Tax Indemnitee pursuant to paragraph (b) less the amount of all prior payments by the Tax Indemnitee of tax benefits pursuant to this paragraph (e), such excess shall not be paid but shall instead be carried forward and shall reduce Lessee’s obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance of such reduction in Taxes realized by the Tax Indemnitee shall be treated as Taxes subject to Lessee’s indemnity obligation pursuant to this Section 7.1.

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit If, as a result of a Tax indemnified under Section 2.1 herein or an Inclusion Event with respect to which an indemnity has been paid hereunder, Lessor for any Taxes paid taxable year realizes any credits, deductions, or indemnified against by Lessee under this Section 7.1 other tax benefits (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent "Tax Savings") not otherwise taken into account in determining Lessee’s obligations under Section 7.1(b)computing any payment or indemnity by Lessee hereunder (or as a result thereof Lessor shall be entitled to a refund of income tax (or an offset against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the Tax Assumptions in the case of an Inclusion Event), such Tax Indemnitee then Lessor shall pay to Lessee an the amount equal to by which such Tax Savings reduce the federal, state or local taxes of Lessor (and the amount of any such tax benefitrefund, increased by the Tax Indemnitee’s additional saved taxes attributable offset, or interest to the payment being made to Lessee hereunder (which Lessor is entitled), plus a “reverse "gross-up”" for any additional federal, state or local income tax savings Lessor realizes as a result of such payment (including such "gross-up"), provided that (i) . The amount of any Tax Savings with respect to a Tax indemnified under Section 2.1 or an Inclusion Event shall be computed on the Tax Indemnitee basis of the tax benefits realized by Lessor and by using the highest marginal rate of federal income tax then in effect and the actual state and local tax rate applicable to Lessor at the time. Lessor shall not be obligated to make a any payment to Lessee pursuant to this subsection (e) as long as Section 4.2.2 while a Lease Lessee Event of Default shall have occurred and be continuing exists or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (1) the aggregate amount of all prior payments by Lessee to the Tax Indemnitee Lessor pursuant to paragraph Section 2.1 and Section 3.3, as the case may be, less (b2) less the aggregate amount of all prior payments by the Tax Indemnitee of tax benefits pursuant Lessor to Lessee under this paragraph (e)Section 4.2.2, but any such excess shall not be paid but shall instead be carried forward and shall reduce Lessee’s 's obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply Lessor pursuant to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b)Section 2.1 or Section 3.3. Any subsequent disallowance or loss of all or disallowance any portion of such a reduction in Taxes realized Lessor's tax liability which reduction was taken into account under this Section 4.2.2 (as a result of a redetermination of the claim giving rise to such payment by the Tax Indemnitee Lessor to Lessee by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as Taxes a loss subject to Lessee’s indemnity obligation pursuant indemnification under this Agreement without regard to this Section 7.12.2 or Section 3.4.

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit as a result of any Taxes paid or indemnified against by Lessee under this Section 7.1 (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent taken into account in determining Lessee’s obligations under Section 7.1(b)), such Tax Indemnitee shall pay to Lessee an amount equal to the amount of such tax benefit, increased by the Tax Indemnitee’s additional saved taxes attributable to the payment being made to Lessee hereunder (a “reverse gross-up”), provided that (i) the Tax Indemnitee shall not be obligated to make a payment to Lessee pursuant to this subsection (e) as long as a Lease Event of Default shall have occurred and be continuing or (ii) to the extent the amount of such payment by the Tax Indemnitee to Lessee would exceed the amount of all prior payments by Lessee to the Tax Indemnitee pursuant to paragraph (b) less the amount of all prior payments by the Tax Indemnitee of tax benefits pursuant to this paragraph (e), such excess shall not be paid but shall instead be carried forward and shall reduce Lessee’s obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b). Any subsequent loss or disallowance of such reduction in Taxes realized by the Tax Indemnitee shall be treated as Taxes subject to Lessee’s indemnity obligation pursuant to this Section 7.1.

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit If, as a result of a Tax indemnified under Section 2.1 herein, an Inclusion Event or a Loss with respect to which an indemnity has been paid hereunder, Lessor for any Taxes paid taxable year realizes any credits, deductions, or indemnified against by Lessee under this Section 7.1 other tax benefits (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent “Tax Savings”) not otherwise taken into account in determining Lessee’s obligations under Section 7.1(b)computing any payment or indemnity by Lessee hereunder (or as a result thereof Lessor shall be entitled to a refund of income tax (or an offset against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the Tax Assumptions in the case of an Inclusion Event or a Loss), such Tax Indemnitee then Lessor shall pay to Lessee an the amount equal to by which such Tax Savings reduce the federal, state or local taxes of Lessor (and the amount of any such tax benefitrefund, increased by the Tax Indemnitee’s additional saved taxes attributable offset, or interest to the payment being made to Lessee hereunder (which Lessor is entitled), plus a “reverse gross-up” for any additional federal, state or local income tax savings Lessor realizes as a result of such SCHEDULE 19.2 TO THE FACILITY LEASE payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax indemnified under Section 2.1, provided that (ian Inclusion Event or a Loss shall be computed on the basis of the tax benefits realized by Lessor in accordance with the assumption set forth in Section 3.1(b) and the other Tax Indemnitee Assumptions. Lessor shall not be obligated to make a any payment to Lessee pursuant to this subsection (e) as long as Section 5.2.2 while a Lease Lessee Event of Default shall have occurred and be continuing exists or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (1) the aggregate amount of all prior payments by Lessee to the Tax Indemnitee Lessor pursuant to paragraph Section 2.1, Section 3.3 and Section 4.1 as the case may be, less (b2) less the aggregate amount of all prior payments by the Tax Indemnitee of tax benefits pursuant Lessor to Lessee under this paragraph (e)Section 5.2.2, but any such excess shall not be paid but shall instead be carried forward and shall reduce Lessee’s obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply Lessor pursuant to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns Section 2.1, Section 3.3 and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b)Section 4.1. Any subsequent disallowance or loss of all or disallowance any portion of such a reduction in Taxes realized Lessor’s tax liability which reduction was taken into account under this Section 5.2.2 (as a result of a redetermination of the claim giving rise to such payment by the Tax Indemnitee Lessor to Lessee by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as Taxes a loss subject to Lessee’s indemnity obligation pursuant indemnification under this Agreement without regard to this Section 7.12.2, Section 3.4 or Section 4.2.

Reverse Indemnity. If any Tax Indemnitee shall realize a tax benefit If, as a result of a Tax indemnified under Section 2.1 herein, an Inclusion Event or a Loss with respect to which an indemnity has been paid hereunder, Lessor for any Taxes paid taxable year realizes any credits, deductions, or indemnified against by Lessee under this Section 7.1 other tax benefits (whether by way of deduction, credit, allocation or apportionment or otherwise, except to the extent “Tax Savings”) not otherwise taken into account in determining Lessee’s obligations under Section 7.1(b)computing any payment or indemnity by Lessee hereunder (or as a result thereof Lessor shall be entitled to a refund of income tax (or an offset against other tax liability not indemnified hereunder) or interest on such refund (or offset) taking into account the Tax Assumptions in the case of an Inclusion Event or a Loss), such Tax Indemnitee then Lessor shall pay to Lessee an the amount equal to by which such Tax Savings reduce the federal, state or local taxes of Lessor (and the amount of any such tax benefitrefund, increased by the Tax Indemnitee’s additional saved taxes attributable offset, or interest to the payment being made to Lessee hereunder (which Lessor is entitled), plus a “reverse gross-up” for any additional federal, state or local income tax savings Lessor realizes as a result of such payment (including such “gross-up”). The amount of any Tax Savings with respect to a Tax indemnified under Section 2.1, provided that (ian Inclusion Event or a Loss shall be computed on the basis of the tax benefits realized by Lessor in accordance with the assumption set forth in Section 3.1(b) and the other Tax Indemnitee Assumptions. Lessor shall not be obligated to make a any payment to Lessee pursuant to this subsection (e) as long as Section 5.2.2 while a Lease Lessee Event of Default shall have occurred and be continuing exists or (ii) to the extent that the amount of such payment by the Tax Indemnitee to Lessee would exceed (1) the aggregate amount of all prior payments by Lessee to the Tax Indemnitee Lessor pursuant to paragraph Section 2.1, Section 3.3 and Section 4.1 as the case may be, less (b2) less the aggregate amount of all prior payments by the Tax Indemnitee of tax benefits pursuant Lessor to Lessee under this paragraph (e)Section 5.2.2, but any such excess TO THE FACILITY LEASE shall not be paid but shall instead be carried forward and shall reduce Lessee’s obligations to make subsequent payments under paragraph (b) to the Tax Indemnitee. The foregoing proviso shall not apply Lessor pursuant to any reverse gross-up. The Tax Indemnitee shall in good faith use diligence in filing its tax returns Section 2.1, Section 3.3 and in dealing with taxing authorities to seek and claim any such tax benefit and to minimize the Taxes indemnifiable by Lessee under paragraph (b)Section 4.1. Any subsequent disallowance or loss of all or disallowance any portion of such a reduction in Taxes realized Lessor’s tax liability which reduction was taken into account under this Section 5.2.2 (as a result of a redetermination of the claim giving rise to such payment by the Tax Indemnitee Lessor to Lessee by any taxing authority or as a result of a judicial proceeding with respect to such claim) shall be treated as Taxes a loss subject to Lessee’s indemnity obligation pursuant indemnification under this Agreement without regard to this Section 7.12.2, Section 3.4 or Section 4.2.